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Extraordinary Shareholders’ Meeting October 27th, 2026 (single call) – 9:00 a.m.
Explanatory Report o f the Board of Directors on the sole item on the agenda of the Extraordinary Shareholders’ Meeting: “Amendments to Articles 6, 8, 10, 11, 12, 14, 16 and 25 of the Articles of Association. Related and consequent resolutions ”
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Item 1 on the agenda of the Extraordinary Shareholders’ Meeting “Amendments to Articles 6, 8, 10, 11, 12, 14, 16 and 25 of the Articles of Association.
Related and consequent resolutions.”
Dear Shareholders,
You have been called to the Extraordinary Shareholders’ Meeting to consider and approve the proposed amendments to Articles 6, 8, 10, 11, 12, 14, 16 and 25 of the Articles of Association of Digital Bros S.p.A. (the “Company” or “Digital Bros”), and to adop t the related and consequent resolutions.
the Board of Directors of September 17th, 2026 approved this explanatory report (the “Report”), prepared pursuant to Article 125 -ter, paragraph 1, of Legislative Decree No. 58 of February 24th, 1998 (the “T.U.F.”) and the applicable regulatory provisions, in order to illustrate the rationale for and content of the proposed amendments to the Articles of Association.
The Report is made available to the public within the deadlines and in accordance with the procedures prescribed by the applicable laws and regulations, at the Company’s registered office, on the Company’s website in the section dedicated to the Shareholders’ Meeting, and through the authorized storage mechanism.
This Report should be read together with the updated text of the Articles of Association, which will be submitted to the Extraordinary Shareholders’ Meeting for approval.
1. Rationale for the proposed a mendments The proposed amendments are part of a broader update and alignment of the Articles of Association
aimed at:
a. reflecting changes in the laws and regulations applicable to companies with shares listed on
regulated markets;
b. updating the provisions concerning the share capital and the number of outstanding shares, following the exercise of no. 89,200 options under the stock option plan;
c. providing greater flexibility and efficiency in the conduct of Shareholders’ Meetings;
d. aligning the provisions of the Articles of Association concerning the calling of, attendance at and representation at Shareholders’ Meetings, as well as questions submitted prior to Shareholders’ Meetings and proposed resolutions, with the T.U.F. and the applicable
regulatory framework;
e. simplifying and clarifying t he Articles of Association by referring, where appropriate, to the laws and regulations in force from time to time, thereby avoiding the need for amendments to the Articles of Association that merely reproduce subsequent legislative changes.
The proposed amendments to Articles 8, 10, 11, 12 and 14 are also intended to align the Articles of Association with the organizational model already adopted by the Company for previous Shareholders’ Meetings, which provides for the possibility of remote a ttendance and, where specified in the notice of call, attendance exclusively through the Designated Representative.
This model facilitates the exercise of shareholders’ rights and allows Shareholders’ Meetings to be conducted in a more orderly and efficient manner, while ensuring compliance with the safeguards provided by law in relation to attendance, representation, t he submission of questions and proposals, and the exercise of voting rights.
3 2. Proposed amendments and Comparison b etween the current and proposed wording The tables below compare the current wording with the proposed wording. In the proposed wording, text to be deleted is shown in strikethrough, while new or replacement text is shown in bold . Text that is not highlighted remains unchanged.
Current wording Proposed wording Notes Article 6) The share capital amounts to Euro 5,706,014.80, fully paid -up, and is divided into 14,265,037 shares with a nominal value of Euro 0.40 each.
On January 11th, 2017, the Extraordinary Shareholders’ Meeting resolved to increase the share capital by a maximum nominal amount of Euro 320,000, for consideration and on a divisible basis, pursuant to and for the purposes of Article 2441, paragraphs 5 and 6, of the Ita lian Civil Code, and therefore with the exclusion of pre -
emption rights pursuant to the aforementioned provision, through the issue of a maximum of 800,000 ordinary shares of the Company with a nominal value of Euro 0.40 each, having the same characteristi cs as those already outstanding and carrying regular dividend rights, at a price to be calculated on the basis of the average reference prices of the Shares recorded on the STAR segment of the electronic stock market during the six months preceding the Gra nt Date, provided that such price may not be lower than Euro 6.64.
The beneficiaries of the share capital increase are the beneficiaries of the 2016 -2026 Stock Option Plan approved by the Shareholders’ Meeting on January 11th, 2017, reserved for members of the Board of Directors and Management of the Company and the Digital Bros Group, or their respective heirs, and to be implemented through the free grant of options (the “Options”) entitling their holders to subscribe for new ly issued ordinary shares of Digital Bros S.p.A.
The final deadline for subscription of the share capital increase is June 30th, 2026, it being understood that, should Article 6) The share capital amounts to Euro 5.740.014,80, fully paid -up, and is divided into 14,35 0,037 shares with a nominal value of Euro 0.40 each.
On January 11th, 2017, the Extraordinary Shareholders’ Meeting resolved to increase the share capital by a maximum nominal amount of Euro 320,000, for consideration and on a divisible basis, pursuant to and for the purposes of Article 2441, paragraphs 5 and 6, of the Italian Civil Code, and therefore with the exclusion of pre -
emption rights pursuant to the aforementioned provision, through the issue of a maximum of 800,000 ordinary shares of the Company with a nominal value of Euro 0.40 each, having the sam e characteristics as those already outstanding and carrying regular dividend rights, at a price to be calculated on the basis of the average reference prices of the Shares recorded on the STAR segment of the electronic stock market during the six months pr eceding the Grant Date, provided that such price may not be lower than Euro 6.64.
The beneficiaries of the share capital increase are the beneficiaries of the 2016 -
2026 Stock Option Plan approved by the Shareholders’ Meeting on January 11th, 2017, reserved for members of the Board of Directors and Management of the Company and the Digit al Bros Group, or their respective heirs, and to be implemented through the free grant of options (the “Options”) entitling their holders to subscribe for newly issued ordinary shares of Digital Bros S.p.A.
The final deadline for subscription of the share capital increase is June 30th, 2026, it being understood that, should the share capital increase not be fully subscribed by such deadline, pursuant to Article The amendment to Article 6 updates the amount of the share capital and the number of
ordinary shares
outstanding
following the
exercise of
no.89,200 options
under the previous stock option plan, resulting in the
issue and
subscription of an equal number of ordinary shares.
The subscribed
share capital
increases from
Euro 5,706,014.80
to Euro
5,740,014.80,
while the number of ordinary shares
increases from
14,265,037 to
14,350,037, each
with a nominal value of Euro 0.40.
The transitional
provisions relating
to the previous 2016 -2026 Stock Option Plan are also deleted, as the
subscription period
has expired and the
options exercised
have been reflected in the amount of the share capital and the number of shares outstanding.
The amendment is of a declaratory
and updating
nature and does not affect the rights attached to the
shares already
issued.
4 the share capital increase not be fully subscribed by such deadline, pursuant to Article 2439, paragraph 2, of the Italian Civil Code, the share capital shall be deemed to have been increased by an amount equal to the subscriptions received up to that date and with effect from the respective subscription dates, provided that such dates fall after registration of these resolutions with the Companies Register.
It is specified that the amendments to the Articles of Association referred to above do not give rise to withdrawal rights pursuant to Article 2437 of the Italian Civil Code.
For a description of the terms and conditions of the Stock Option Plan, reference should be made to the Report prepared pursuant to Article 114 -bis of the T.U.F. and to the Information Document prepared pursuant to Article 84-bis of the Issuers’ Regulation adopted by CONSOB Resolution No.
11971/1999, made available to the public within the applicable statutory deadlines and available on the Company’s website at
www.digitalbros.com (Investors
section).
2439, paragraph 2, of the Italian Civil Code, the share capital shall be deemed to have been increased by an amount equal to the subscriptions received up to that date and with effect from the respective subscription dates, provided that such dates fall af ter registration of these resolutions with the Companies Register.
It is specified that the amendments to the Articles of Association referred to above do not give rise to withdrawal rights pursuant to Article 2437 of the Italian Civil Code.
For a description of the terms and conditions of the Stock Option Plan, reference should be made to the Report prepared pursuant to Article 114 -bis of the T.U.F. and to the Information Document prepared pursuant to Article 84-bis of the Issuers’ Regulation adopted by CONSOB Resolution No. 11971/1999, made available to the public within the applicable statutory deadlines and available on the Company’s website at www.digitalbros.com (Investors section) .
Article 8) Ordinary and Extraordinary Shareholders’ Meetings shall be held in the cases and in the manner provided for by law, at the registered office or at another location in Italy designated by the Board of Directors in the notice of call. The Ordinary Shareholders’ Meeting shall be convened at least once a year, within 120 days of the end of the fiscal year, or within 180 days where the conditions set out in Article 2364, paragraph 2, of the Italian Civil Code are met. Article 8) Ordinary and Extraordinary Shareholders’ Meetings shall be held in the cases and in the manner provided for by law, at the registered office or at another location in Italy designated by the Board of Directors in the notice of call, without prejudice to Article 12 below concerning Shareholders’ Meetings held exclusively by means of telecommunication. The Ordinary Shareholders’ Meeting shall be convened at least once a year, within 120 days of the end of the fiscal year, or within 180 days where the conditions set out in Article 2364, paragraph 2, of the Italian Civil Code are met.
The amendment
expressly
coordinates the
provision
concerning the
venue of the
Shareholders’
Meeting with the
option under
Article 12.4 to hold
the Shareholders’
Meeting
exclusively by
means of
telecommunication.
Article 10) Ordinary and Extraordinary Shareholders’ Meetings shall be convened within the deadlines provided for by law and in accordance with the other procedures prescribed by the applicable regulatory provisions. Article 10) Ordinary and Extraordinary Shareholders’ Meetings shall be convened within the deadlines provided for by law and in accordance with the other procedures prescribed by the applicable regulatory provisions. The amendment provides a more
specific reference
in the Articles of Association to the
provisions
governing the
5 The notice of call, which shall in any event be published on the Company’s website, must specify the date, time and venue of the meeting, the list of matters to be discussed and any other information required by the laws and regulations in force from time to time.
Ordinary and Extraordinary Shareholders’ Meetings shall normally provide for subsequent calls after the first call. The Board of Directors may determine, where it deems appropriate, that Ordinary and/or Extraordinary Shareholders’ Meetings be held in a single call.
and in accordance with the procedures set out in Article 125 -bis of the T.U.F.
and the laws and regulations in force from time to time.
The notice of call, which shall in any event be published on the Company’s website, must specify the date, time and venue of the meeting, the list of matters to be discussed and any other information required by the laws and regulations in force from time to time any other information required by Article 125 -bis of the T.U.F. and by the laws and regulations in force from time to time, including information concerning the manner in which the Shareholders’ Meeting is to be held and the procedures for attendance and the exercise of voting rights, including remotely, pursuant to Articles 125 -
bis.1 and 127 of the T.U.F.
Ordinary and Extraordinary Shareholders’ Meetings shall normally provide for subsequent calls after the first call. The Board of Directors may determine, where it deems appropriate, that Ordinary and/or Extraordinary Shareholders’ Meetings be held in a single call.
notice of call and the procedures for
attendance and
voting.
Article 11) Persons entitled to vote pursuant to applicable laws shall be entitled to attend the Shareholders’ Meeting. Entitlement to attend shall be certified within the deadlines established by the laws and regulations in force from time to time. Article 11) Persons entitled to vote pursuant to applicable laws shall be entitled to attend the Shareholders’ Meeting. Entitlement to attend shall be certified in accordance with the deadlines and procedures established by the laws and regulations in force from time to time. This coordinating
amendment
expressly extends
the provision to
include the
procedures for
certifying
entitlement to
attend the
Shareholders’
Meeting.
12.2 Attendance at the Shareholders’ Meeting and the exercise of voting rights shall take place exclusively through the representative designated by the Company pursuant to Article 135-undecies of the T.U.F., unless the Board of Directors determines otherw ise when calling the relevant Shareholders’ Meeting.
The Designated Representative may also be granted proxies or sub -proxies pursuant to Article 135 -novies, by way of derogation from Article 135 -
undecies, paragraph 4. Exclusive use of the Designated Representative shall entail the mandatory application of t he provisions of paragraphs 2 and 3 of Article 135 -undecies.1 of the T.U.F.
12.2 Attendance at the Shareholders’ Meeting and the exercise of voting rights shall take place exclusively through the representative designated by the Company pursuant to Article 135 -
undecies of the T.U.F., unless the Board of Directors determines otherw ise when calling the relevant Shareholders’ Meeting.
The Designated Representative may also be granted proxies or sub -proxies pursuant to Article 135 -novies, by way of derogation from Article 135 -undecies, paragraph 4. Exclusive use of the Designated Representative shall entail the mandatory application of the provisions of paragraphs 2 and 3 of Article 135 -undecies.1 of the T.U.F. The amendment
updates the
statutory reference
and introduces the right of qualifying
shareholders to
request that the
Shareholders’
Meeting be held at a physical venue.
6 shall be governed by Article 125 -bis.1 of the T.U.F. and by the laws and regulations in force from time to time.
No provision. Article 12.5) Where, pursuant to paragraphs 12.2 and 12.4 above, attendance at the Shareholders’ Meeting and the exercise of voting rights take place exclusively through the Designated Representative, or the Shareholders’ Meeting is held exclusively by mea ns of telecommunication, shareholders who, individually or jointly, represent at least one -twentieth of the share capital carrying voting rights shall be entitled to request that the Shareholders’ Meeting be held at a physical venue, without recourse to th e Designated Representative or means of telecommunication, within the deadlines and in accordance with the procedures set out in Article 125 -bis.1 of the T.U.F. and the laws and regulations in force from time to time. The amendment
introduces a
provision in the
Articles of
Association
granting qualifying
shareholders the
right to request that
the Shareholders’
Meeting be held
with physical
attendance in the
circumstances
specified therein.
Article 125 -bis.1 of the T.U.F . grants this right to
shareholders
representing at
least one -twentieth of the share capital
carrying voting
rights, without
prejudice to any
lower threshold
provided for by the
Articles of
Association.
Article 14) Shareholders’ Meetings shall be Ordinary or Extraordinary as provided for by law. Ordinary and Extraordinary Shareholders’ Meetings shall be convened whenever the Board of Directors deems it appropriate and in the cases provided for by law.
Shareholders’ Meetings shall also be convened: - by the Board of Statutory Auditors or by at least two of its members, subject to prior notice to the Chairman of the Board of Directors (Article 151 of the T.U.F.); at the request of shareholders representing at least 10% of the share capital; the request must specify the matters to be discussed, in accordance with applicable laws. Article 14) Shareholders’ Meetings shall be Ordinary or Extraordinary as provided for by law. Ordinary and Extraordinary Shareholders’ Meetings shall be convened whenever the Board of Directors deems it appropriate and in the cases provided for by law.
Shareholders’ Meetings shall also be convened: - by the Board of Statutory Auditors or by at least two of its members, subject to prior notice to the Chairman of the Board of Directors (Article 151 of the T.U.F.); at the request of shareholders representing at least 10% one twentieth of the share capital; the request must specify the matters to be discussed, in accordance with applicable laws.
Shareholders representing the percentage of share capital prescribed by law may request the addition of items to the agenda and submit proposed resolutions on matters already included on the agenda pursuant to Article 126 -bis of the T.U.F.; shareholders ma y submit questions on matters on the agenda prior to the Shareholders’ Meeting pursuant to Article 127 -ter of the T.U.F.; all within the deadlines and in accordance with the procedures The threshold set out in the Articles of Association is aligned with the
percentage
indicated in the
proposed wording
for the exercise of the right to request
that a
Shareholders’
Meeting be
convened. The
amendment also
expressly regulates
shareholders’ ri ghts to request additions to the agenda,
submit proposed
resolutions and
submit questions
prior to the
Shareholders’
Meeting.
7 established by the laws and regulations in force from time to time.
Article 16) The Company shall be managed by a Board of Directors consisting of no fewer than five and no more than eleven members.
Directors shall remain in office for up to three fiscal years and may be re -
elected.
Directors, who need not be shareholders, shall be elected by the Shareholders’ Meeting, in compliance with the gender balance requirements in force from time to time and in accordance with the slate voting procedure set out below, shall remain in office fo r up to three fiscal years and may be re -elected.
. […] Article 16) The Company adopts the traditional management and control system, consisting of a Board of Directors and a Board of Statutory Auditors, pursuant to Article 2380 of the Italian Civil Code. In particular, the Company shall be managed by a Board of Directors consisting of no fewer than five and no more than eleven members.
Directors shall remain in office for up to three fiscal years and may be re -elected.
Directors, who need not be shareholders, shall be elected by the Shareholders’ Meeting in compliance with the gender balance requirements in force from time to time and the criteria set out in the following paragraph , in accordance with the slate voting procedure set out below, shall remain in office for up to three fiscal years and may be re -elected.
Pursuant to Article 147 -bis.1 of the T.U.F., the Board of Directors shall be appointed in accordance with criteria aimed at promoting the professional expertise, representativeness and diversity of its overall composition, taking into account, in addition to gender balance, the managerial and professional skills, experience, including international experience, and age of the candidates, as well as the presence of an adequate number of independent Directors and the representation of minority shareholders. Fo r this purpose, persons submitting a slate shall take into account any guidelines issued by the outgoing Board of Directors concerning the quantitative and qualitative composition deemed optimal.
[…]
The amendment
specifies the
gender allocation
and the minimum
requirement
applicable to each section of the
slates. The
proposed wording
should also be assessed in light of the gender balance
requirements
currently in force and Article 148 of the T.U.F.
Article 25) The Board of Statutory Auditors shall consist of three Standing Statutory Auditors and two Alternate Statutory Auditors, who shall remain in office for three fiscal years and may be re-elected. Their powers, remuneration and term of office shal l be governed by applicable laws.
One Standing Statutory Auditor and one Alternate Statutory Auditor shall be elected by the minority shareholders.
The Board of Statutory Auditors shall be appointed in compliance with the gender balance requirements in force Article 25) The Board of Statutory Auditors shall consist of three Standing Statutory Auditors and two Alternate Statutory Auditors, who shall remain in office for three fiscal years and may be re-elected. Their powers, remuneration and term of office shal l be governed by applicable laws.
One Standing Statutory Auditor and one Alternate Statutory Auditor shall be elected by the minority shareholders.
The Board of Statutory Auditors shall be appointed in compliance with the gender balance requirements in force from time to time gender balance requirements so La modifica specifica il riparto tra generi e il criterio minimo per
ciascuna sezione
delle liste. Il testo
proposto deve
essere verificato
anche alla luce
della disciplina
vigente
sull’equilibrio tra
generi e dell’art.
148 TUF
8 from time to time, on the basis of slates submitted by shareholders, in which candidates shall be listed in sequential order. Each slate shall consist of two sections: one for candidates for the office of Standing Statutory Auditor and the other for candid ates for the office of Alternate Statutory Auditor.
The slates of candidates, signed by the shareholders submitting them, must be filed within the deadlines and in accordance with the procedures prescribed by applicable laws and regulations.
Only shareholders who, individually or jointly with other shareholders, represent a percentage of the shares carrying voting rights at the Ordinary Shareholders’ Meeting that is no lower than the percentage prescribed by the laws or regulations in force at the time of appointment shall be entitled to submit slates. Such ownership percentage shall be determined on the basis of the shares registered in the name of the shareholder on the date on which the slates are filed with the Company.
Certification of ownership of such interest may also be provided after the slate has been filed, provided that it is submitted by the deadline prescribed for publication of the slates by the Company.
Each candidate may appear on only one slate, failing which such candidate shall be ineligible for election.
Candidates who, pursuant to applicable laws or regulations, are subject to grounds for ineligibility or disqualification, or who do not meet the applicable requirements, including those concerning limits on the number of offices that may be held under applicable laws and regulations, may not be included on a slate.
Together with each slate and within the deadline specified above, declarations shall be filed whereby each candidate accepts his or her candidacy and certifies, under his or her own responsibility, that no grounds for ineligibility or incompatibility exist and that he or she meets the requirements prescribed by applicable laws and the Articles of Association for the relevant office, together with a list of any management and control positions held in other companies.
Certification issued by an authorized intermediary in accordance with applicable laws, evidencing ownership that, pursuant to Article 148 of the T.U.F., at least one -third of the Standing Statutory Auditors and at least one Alternate Statutory Auditor belong to the less represented gender, without prejudice to compliance with the laws and regulations in force fr om time to time where they provide for a higher proportion, on the basis of slates submitted by shareholders, in which candidates shall be listed in sequential order. Each slate shall consist of two sections: one for candidates for the office of Standing Statutory Auditor and the other for candidates for the offic e of Alternate Statutory Auditor.
The slates of candidates, signed by the shareholders submitting them, must be filed within the deadlines and in accordance with the procedures prescribed by applicable laws and regulations.
Only shareholders who, individually or jointly with other shareholders, represent a percentage of the shares carrying voting rights at the Ordinary Shareholders’ Meeting that is no lower than the percentage prescribed by the laws or regulations in force at the time of appointment shall be entitled to submit slates. Such ownership percentage shall be determined on the basis of the shares registered in the name of the shareholder on the date on which the slates are filed with the Company.
Certification of ownership of such interest may also be provided after the slate has been filed, provided that it is submitted by the deadline prescribed for publication of the slates by the Company.
Each candidate may appear on only one slate, failing which such candidate shall be ineligible for election.
Candidates who, pursuant to applicable laws or regulations, are subject to grounds for ineligibility or disqualification, or who do not meet the applicable requirements, including those concerning limits on the number of offices that may be held under appl icable laws and regulations, may not be included on a slate.
Together with each slate and within the deadline specified above, declarations shall be filed whereby each candidate accepts his or her candidacy and certifies, under his or her own responsibility, that no grounds for ineligibility or incompatibility exist and that he or she meets the requirements prescribed by applicable laws and the .
9 of the number of shares required to submit the slate, shall also be provided.
Such certification must be submitted within the deadlines and in accordance with the procedures prescribed by law.
Slates containing a total of three or more candidates must include candidates of both genders, so that the number, rounded up to the nearest whole number, of candidates for the office of Standing Statutory Auditor and the number, rounded up to the nearest whole number, of candidates for the office of Alternate Statutory Auditor belonging to the less represented gender is at least equal to the percentage prescribed by the provisions applicable from time to time.
Any slate that does not comply with the above requirements shall be deemed not to have been submitted.
Without prejudice to compliance with the gender balance requirements in force from time to time, Statutory Auditors shall be elected as follows: 1.
from the slate obtaining the highest number of votes at the Shareholders’ Meeting, two Standing Statutory Auditors and one Alternate Statutory Auditor shall be elected according to the sequential order in which they are listed in the relevant section of th e slate; 2. from the slate obtaining the second -highest number of votes at the Shareholders’ Meeting, one Standing Statutory Auditor and one Alternate Statutory Auditor shall be elected according to the sequential order in which they are listed in the relevant section of the slate.
The Chairman of the Board of Statutory Auditors shall be the first candidate on the slate obtaining the second -highest number of votes.
If the procedure described above does not result in a composition of the Standing Statutory Auditors that complies with the gender balance requirements in force from time to time, the necessary replacements shall be made among the candidates for the office of Standing Statutory Auditor on the Majority Slate, according to the sequential order in which the candidates are listed.
If only one slate is submitted, the candidates for the offices of Standing and Alternate Statutory Auditor included on such slate shall be elected to the respective offices, and the first candidate on the slate shall be Articles of Association for the relevant office, together with a list of any management and control positions held in other companies.
Certification issued by an authorized intermediary in accordance with applicable laws, evidencing ownership of the number of shares required to submit the slate, shall also be provided.
Such certification must be submitted within the deadlines and in accor dance with the procedures prescribed by law.
Slates containing a total of three or more candidates must include candidates of both genders, so that the number, rounded up to the nearest whole number, of candidates for the office of Standing Statutory Auditor and the number, rounded up to the nearest whole number, of candidates for the office of Alternate Statutory Auditor belonging to the less represented gender is at least equal to the percentage indicated in the provisions applicable from time to time one-third of the candidates included in the relevant section and, in any event, no lower than the proportion prescribed by the laws and regulations applicable from time to time.
Any slate that does not comply with the above requirements shall be deemed not to have been submitted.
Without prejudice to compliance with the gender balance requirements in force from time to time, Statutory Auditors shall be elected as follows: 1. from the slate obtaining the highest number of votes at the Shareholders’ Meeting, two Standing Statutory Auditors and one Alternate Statutory Auditor shall be elected according to the sequential order in which they are listed in the relevant section of th e slate; 2.from the slate obtaining the second -highest number of votes at the Shareholders’ Meeting, one Standing Statutory Auditor and one Alternate Statutory Auditor shall be elected according to the sequential order in which they are listed in the relevant section of the slate.
The Chairman of the Board of Statutory Auditors shall be the first candidate on the slate obtaining the second -highest number of votes.
If the procedure described above does not result in a composition of the Standing Statutory Auditors that complies with the gender balance requirements in force from time to time the gender allocation established by this Article pursuant to Article 148 of the T.U.F. , the necessary replacements shall
10 appointed Chairman of the Board of Statutory Auditors, without prejudice to compliance with the gender balance requirements in force from time to time.
If a Statutory Auditor ceases to meet the requirements prescribed by applicable laws and the Articles of Association, he or she shall cease to hold office.
If a Statutory Auditor is replaced, the Alternate Statutory Auditor belonging to the same slate as the outgoing Statutory Auditor shall take office. The Chairmanship of the Board of Statutory Auditors shall in any event remain with the Statutory Auditor el ected by the minority shareholders, without prejudice to compliance with the gender balance requirements in force from time to time.
The foregoing provisions concerning the election of Statutory Auditors shall not apply to Shareholders’ Meetings required by law to appoint Standing and/or Alternate Statutory Auditors and the Chairman in order to complete the composition of the Board of S tatutory Auditors following a replacement or termination from office, without prejudice to compliance with the principle set out in the third paragraph and, in any event, with the gender balance requirements in force from time to time.
In the event of a tie between two or more slates other than the slate obtaining the highest number of votes, the candidates from the minority slates who are youngest in age shall be elected until all available positions have been filled, without prejudice to compliance with the gender balance requirements in force from time to time.
Meetings of the Board of Statutory Auditors shall also be validly held by teleconference or videoconference, provided that all participants are able to identify one another, follow the discussion and participate in real time in the discussion of the matter s under consideration, exchange documents relating to such matters, and that the minutes of the relevant meeting record compliance with all the foregoing requirements. Where these conditions are met, the meeting of the Board of Statutory Auditors shall be deemed to have been held at the place where the meeting was convened, at which at be made among the candidates for the office of Standing Statutory Auditor on the Majority Slate, according to the sequential order in which the candidates are listed.
If only one slate is submitted, the candidates for the offices of Standing and Alternate Statutory Auditor included on such slate shall be elected to the respective offices, and the first candidate on the slate shall be appointed Chairman of the Board of S tatutory Auditors, without prejudice to compliance with the gender balance requirements in force from time to time.
If a Statutory Auditor ceases to meet the requirements prescribed by applicable laws and the Articles of Association, he or she shall cease to hold office.
If a Statutory Auditor is replaced, the Alternate Statutory Auditor belonging to the same slate as the outgoing Statutory Auditor shall take office. The Chairmanship of the Board of Statutory Auditors shall in any event remain with the Statutory Auditor el ected by the minority shareholders, without prejudice to compliance with the gender balance requirements in force from time to time.
The foregoing provisions concerning the election of Statutory Auditors shall not apply to Shareholders’ Meetings required by law to appoint Standing and/or Alternate Statutory Auditors and the Chairman in order to complete the composition of the Board of S tatutory Auditors following a replacement or termination from office, without prejudice to compliance with the principle set out in the third paragraph and, in any event, with the gender balance requirements in force from time to time.
In the event of a tie between two or more slates other than the slate obtaining the highest number of votes, the candidates from the minority slates who are youngest in age shall be elected until all available positions have been filled, without prejudice to compliance with the gender balance requirements in force from time to time.
Meetings of the Board of Statutory Auditors shall also be validly held by teleconference or videoconference, provided that all participants are able to identify one another, follow the discussion and participate in real time in the discussion of the matter s under consideration, exchange documents relating to such matters, and that the minutes of the relevant meeting record
11 least one Statutory Auditor must be present.
The statutory audit of the Company’s accounts shall be carried out by an independent audit firm meeting the requirements prescribed by law. The functions, duties and term of appointment of the independent audit firm shall be those prescribed by law.
compliance with all the foregoing requirements. Where these conditions are met, the meeting of the Board of Statutory Auditors shall be deemed to have been held at the place where the meeting was convened, at which at least one Statutory Auditor must be pr esent.
The statutory audit of the Company’s accounts shall be carried out by an independent audit firm meeting the requirements prescribed by law. The functions, duties and term of appointment of the independent audit firm shall be those prescribed by law.
.
4. Withdrawal rights The proposed amendments concern the updating of the share capital, the alignment of the provisions governing the calling of and attendance at Shareholders’ Meetings, the rules governing the Designated Representative and remote Shareholders’ Meetings, share holders’ information and participation rights, and the criteria governing the composition of the corporate bodies.
The proposed amendments do not entitle shareholders who do not vote in favour of the relevant resolution to exercise withdrawal rights.
5. Updated Articles of Association If the proposed amendments are approved, the updated Articles of Association will be made available to the public and attached to the documentation relating to the Shareholders’ Meeting.
6. Pro posed resolution If you agree with the proposal submitted by the Board of Directors, you are invited to adopt the
following resolution:
Proposed Resolution
“The Extraordinary Shareholders’ Meeting of Digital Bros S.p.A.:
(i) having reviewed the Board of Directors’ Explanatory Report and the proposals contained
therein;
(ii) having considered and agreed with the rationale underlying the proposals contained therein;
resolves
- to approve the amendments to Articles 6, 8, 10, 11, 12, 14, 16 and 25 of the Articles of Association on the terms set out above and to approve the new wording thereof as
illustrated above;
- to grant the Board of Directors and, on its behalf, the Chairman of the Board of Directors and the Chief Executive Officer, acting severally and with the power to sub -delegate, all powers necessary to: (a) take all actions necessary to implement the forego ing resolution;
(b) carry out all consequent statutory and regulatory formalities, including, by way of example and without limitation, the completion of all formalities necessary for the
12 registration of the resolution with the Companies Register pursuant to Article 2436 of the Italian Civil Code; and (c) make any non -substantive amendments, additions and/or deletions to the resolution and the Articles of Association that may be requested b y the competent authorities or the Notary Public, or otherwise deemed useful or appropriate.”
Milan, September 17th, 2026 DIGITAL BROS S.P.A.